With the island of Manhattan transformed into a hyborian era reality by Kulan Gath, the evil sorcerer who has Spider-Man strung up and tortured. He explains to the wall-crawler that he intends to use him as a sacrifice to make his Master Spell expand the entire globe and become irreversible in repayment for his previous humiliation at the hands of Spider-Man[1]. When Spider-Man continues to joke despite his condition, Gath tortures him some more so that his screams echo across his castle. Kulan Gath then goes and checks on his other prisoners, and tortures Selene for daring to oppose him by mutating her beaten body so that she, like Dr. Strange, cannot cast or chant any magic spells.

When Mirage and Sunder report back saying that they have been unable to find the rebels, he angrily turns them into stone until Caliban/Xavier also tells them that they also cannot detect their enemies. Restoring Sunder and Mirage to normal, Sunder suggests that the rebels must be hiding in the Morlock tunnels - the only place where magic cannot search for them.

While in the ruins of what used to be the New York Public Library, the gathered Avengers and X-Men wander through the wreckage of Kulan Gath's most recent slaughter. They are attacked by a woman named Arilynn, the sole survivor of the massacre, who attacks them believing them to be the enemy as they include Callisto as one of their number.

Before they can explain further, they are attacked by Kulan Gath's forces, led by the Scarlet Witch. As the battle rages, Rogue loses her invulnerable diamond form, leaving her vulnerable to attack and she is killed when she is stabbed in the back with an enemy sword. Furious to see her comrade die in battle, Storm enters the fray like a woman possessed.

She is almost over powered when suddenly Warlock smashes through the wall and carries her away. Unfortunately for Warlock, he cannot communicate to Storm due to the Master Spell making them speak two different languages.

The battle ends with with the rebels fleeing with Starfox and the Wasp captured by the enemy. They are taken to Kulan Gath, who uses his powers to transform them into powerful magical creatures to use against his enemies. Meanwhile, on the rooftop of the building, Warlock attempts to communicate with Storm with visual imagery showing her her previous self before the magical transformation. Storm cannot full understand what the creature is telling her, but the sight of the old world allows her to begin to see through the illusion cast by the Master Spell.

Meanwhile, the rebels decide to try and sneak into Kulan Gath's palace. The next day, with Captain America and Colossus posing as soldiers, they pretend to be taking Magma and Rachel as prisoners to Kulan Gath. However, Gath is waiting for them and sends his New Mutant and Morlock subbordinates against them. As the battle rages on, Magik uses her Soul Sword to free her fellow New Mutants from Kulan Gath's control.

In the heat of the battle, Callisto is forced to slit Sunder's throat but vows to him that his death will be avenged. Their fight spills into Kulan Gath's throne room where Spider-Man has been mystically crucified onto a cross for the final sacrifice that would finalize the Master Spell.

As Kulan Gath watches on, the Vision then attempts to solidify himself in Colossus's body, causing both men to explode, seriously wounding Captain America. Nightcrawler, Callisto, Illyana and Arilynn attempt to storm Gath, but are then turned into stone by the Scarlet Witch.

Having seen enough, Spider-Man uses the last of his strength to break free from his bonds despite the pain. Spider-Man attempts to attack Kulan Gath directly, but is mystically struck down. Watching from above, Storm and Warlock dive down to attack Kulan Gath, managing to remove the amulet from around his neck. However before Storm can destroy it, Magma manages to steal it away and use it to restore Selene to normal she then uses her power to strike down Warlock. However, before Selene can use the power of the amulet to her own ends, Storm allows the dying Warlock to infect her with the Transmode Virus. This causes Storm to regain her full memories and in turn infect Selene with the Transmode Virus. With Selene under he control, Storm forces her to use her magics to free Dr. Strange.

Freed from his bondage, Dr. Strange deduces that the only way to undo the damage caused by Kulan Gath would be to prevent him from casting his Master Spell to begin with. As such, Strange combines his magic with Illyana's mutant teleporting power to alter history so that Kulan Gath never rose to power. Appearing in Dr. Strange's sanctum, the only ones who remember the battle are Strange, Magik, Professor X, Storm, Callisto, Caliban, Captain America, and Arilynn. He tells those gathered that they will be the only ones who will remember the battle. Because nobody knew how Kulan Gath gained his dominance, they all wonder how history might have been effected in order to prevent events from unfolding.

At that moment, in the subway station where Jamie Rodriguez was supposed to be stabbed by a mugger, Nimrod, a mutant hunting super-sentinel from the future appears in the train station. Seeing a human being in jeopardy, Nimrod blasts the mugger, incinerating him. The blast also knocks Jamie off-balance, making the amulet fall out of his pocket and sink into the mud next to the subway tracks. Helping Jamie up, Nimrod scans the area and notes an anti-mutant epitaph spray painted on a Dazzler movie poster and realizes that mutants are considered a threat in this time and that it must carry out its prime directive to obliterate all mutants.